New Zealand merger control (2019)
Produced in partnership with Bell Gully
New Zealand merger control (2019)

The following Competition guidance note Produced in partnership with Bell Gully provides comprehensive and up to date legal information covering:

  • New Zealand merger control (2019)
  • 1. Have there been any recent developments regarding the New Zealand merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in New Zealand?
  • 2. Under the New Zealand merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • 9. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review by the Commission?
  • more

A conversation with Torrin Crowther, partner and Glenn Shewan, special counsel, at New Zealand law firm Bell Gully, on key issues on merger control in New Zealand.

NOTE–to see whether notification thresholds in New Zealand and throughout the world are met, see Where to Notify.

1. Have there been any recent developments regarding the New Zealand merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in New Zealand?

Legislative change

On 14 August 2017 the Commerce (Cartels and Other Matters) Amendment Act (the 2017 Amendment Act) received Royal assent.

The 2017 Amendment Act repealed the previous provision that extended New Zealand’s merger control prohibition to cover overseas mergers that 'affected' a market in New Zealand.  However, it introduced new provisions (sections 47A to 47D) allowing the New Zealand Commerce Commission (the Commission) to make an application to the High Court for a declaration in respect of overseas acquisitions that result in acquisition of a New Zealand body corporate where that acquisition has, or is likely to have, the effect of substantially lessening competition in a market in New Zealand.

If such a declaration is made, the court may make an order requiring the New Zealand body corporate to cease carrying on business in New Zealand in the market to which the declaration